1
EXHIBIT 99.4
INFORMATION AGENT AGREEMENT
(the "Agreement")
InterAmericas Communications Corporation
0000 Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
To: Xxxxxx-Xxxxx Inc.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
From: InterAmericas Communications Corporation
0000 Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Date: November 17, 1997
Gentlemen:
InterAmericas Communications Corporation, a Texas corporation hereby
offers to exchange its outstanding 14% Senior Notes due October 20, 2007, on the
terms and subject to the conditions set forth in the Prospectus and related
Letter of Transmittal (which together constitute the "Exchange Offer")
substantially in the form of the documents attached hereto as Exhibits A and B,
respectively.
We hereby confirm your appointment as our Information Agent in
connection with the Exchange Offer, and by your signature below you hereby
confirm your acceptance of such appointment. You hereby further agree that your
authority and action as Information Agent shall be governed by the terms of this
Agreement, as follows:
1. DUTIES OF INFORMATION AGENT: It is understood and agreed that your
primary duties as our Information Agent will include (i) advice to and
confidential consultation with us and our authorized representative in
connection with the Exchange Offer and our related communications; (ii)
disseminating printed materials relating to the Exchange Offer (including all
amendments and supplements thereto) to brokers, securities dealers, banks, trust
companies, nominees and any noteholder of the Company who may request the same:
(iii) responding promptly and accurately to every party who contracts you as our
Information Agent requesting information pertaining to the Exchange Offer; and
(iv) initiating calls to noteholders concerning the Exchange Offer (should we so
elect). In no event will you make any premature disclosure concerning the
Exchange Offer or any recommendation, either directly or indirectly, regarding
the advisability of tendering securities pursuant to the Exchange Offer. If any
such advice is requested of you, you shall respond that you are not authorized
to give such advice and shall recommend that the person requesting such advice
consult his or her own investment advisor or broker.
2. COMPENSATION: In consideration of the services to be performed by
you in connection with the Exchange Offer, we hereby agree to pay to you a fee
of US$________ plus your ordinary and customary charges for reasonable
disbursements and expenses incurred by you in connection with the Exchange
Offer. It is further understood and agreed that one half of your fee is payable
herewith and the balance of your fee plus your compensation for disbursements
and expenses incurred by you on our behalf will be paid upon receipt by us of
your final statement, after completion, expiration or termination of the
Exchange Offer, provided however that should the Exchange Offer be extended for
more than forty-five (45) days, you reserve the right to charge an additional
fee of not in excess of $______. We understand that disbursements and expenses
include, without limitation (i) all postage, airfreight, trucking and other
delivery costs relating to the forwarding of our printed materials to brokerage
firms, banks and any noteholder of the Company who may request them; and (ii)
$2.25 per collect or toll free telephone call accepted (plus telephone line
charges) from noteholders seeking assistance or information. In the event we opt
to have you do so, we understand that the cost of initiating calls to
noteholders of record at their homes or places of business will be at the rate
of $3.75 per call (plus telephone look up and line charges).
We acknowledge that our obligations under this Section 2 are not
conditioned upon the successful consummation of the Exchange Offer or any number
of Senior Notes being exchanged pursuant to the Exchange and that in the event
of our failure to make prompt payment of your invoices for any amounts which may
become due to you under this Agreement, you shall be entitled to recover
interest compounded at 1 1/2 percent per month and reasonable costs and expenses
of collection (including reasonable fees and expenses of counsel) on any overdue
amounts from ourselves or any affiliate which may guarantee our payment and
performance at your further request.
3. INDEMNITY AND FAILURE: (a) We hereby covenant and agree to hold you
harmless and to indemnify you against any loss, claim, damage, liability or
expense (including reasonable fees and expenses of your legal counsel) arising
out of or resulting from the performance of your duties under this Agreement,
except any such loss, claim, damage, liability or expense arising out of or
resulting from your gross negligence or material breach of this Agreement.
(b) It is stipulated and agreed that the foregoing indemnification is
subject to the further condition that in no case shall we be liable with respect
to any claim against you unless we shall be notified by registered or certified
letter or by cable, telex, or telecopier message confirmed by letter of the
written assertion of a claim against you or of your involvement in any action or
proceeding, promptly after you shall have been served with a written notice of
claim, summons or other first legal process giving information as to the nature
and basis of the claim. It is further understood and agreed that upon receipt of
such notice, we shall be entitled to participate at our own expense in the
defense of any suit brought to enforce any such claim, and, if we so elect, we
shall assume your defense of any such suit. In the event that we assume the
defense of any such suit, we shall not be liable for the fees and expenses of
any additional counsel thereafter retained by you, so long as we shall retain
counsel reasonably satisfactory to you to defend such suit. In addition, you
agree not to settle any litigation in connection with any claim of liability
respect to which you may seek indemnification form us without prior written
consent.
4. ASSIGNMENT: This Agreement and appointment as Information Agent
hereunder shall inure to the benefit of, and the obligations created thereby
shall be binding upon the successors and assigns of the parties hereto, except
that if we assign this Agreement, we shall remain liable to you for the prompt
and full payment of your fees and expenses, and you may neither assign your
rights nor delegate your duties hereunder without our prior written consent.
5. INTERPRETATION:
(a) This Agreement shall be construed and enforced in accordance
with the laws of the State of New York.
(b) If any provision of this Agreement shall be held illegal,
invalid or unenforceable by any court, this Agreement shall be
construed and enforced as if such provision had not been
contained herein and shall be deemed in agreement between us
to the full extent permitted by applicable law.
(c) Section headings have been inserted for convenience of
reference only, are not part of this Agreement and shall not
be used in any way in the interpretation of any of the
provisions hereof.
Please acknowledge receipt of this Agreement and Exhibits hereto and
confirm the arrangements herein provided by signing and returning the enclosed
copy of the undersigned, whereupon this Agreement and the terms and conditions
herein provided shall constitute a binding agreement between us.
Sincerely,
----------------------------- -----------------------------
(Witness) (Authorized Representative)
----------------------------- -----------------------------
(Type Full Name of Witness) (Type Full Name and Title of
Representative)
Accepted as of this ____
day of _______, 19___.
XXXXXX-XXXXX INC.
By
/s/ Xxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxxx
----------------------------- -----------------------------
(Witness) Xxxxxx X. Xxxxxxx
Executive Vice President &
Xxxxx X. Xxxxx Chief Operating Officer
Assistant Director
